Wellness Center USA 8K/A Index to the Financial Statements | WCUI 23 Oct 12

Exhibit 99.3

Wellness Center USA, Inc.

and

CNS Wellness Florida, LLC

Index to the Pro Forma Combined Financial Statements

(Unaudited)


Contents	Page(s)

Pro Forma Combined Financial Statements	P-2

Pro Forma Combined Balance Sheet at June 30, 2012	P-3

Pro Forma Combined Statement of Operations for the Nine Months Ended June 30, 2012	P-5

Pro Forma Combined Statement of Operations for the Fiscal Year Ended September 30, 2011	P-7

Notes to the Pro Forma Combined Financial Statements	P-9

Wellness Center USA, Inc.

and

CNS Wellness Florida, LLC

As of and for the Nine Months Ended June 30, 2012

and

As of and for the Fiscal Year Ended September 30, 2011

Pro Forma Combined Financial Statements

(Unaudited)

On May 30, 2012, Wellness Center USA, Inc. (“WCUI” or the “Company”) entered into an Exchange Agreement (“Exchange Agreement”) to acquire all of the limited liability company interests in CNS-Wellness Florida, LLC (“CNS”), a Tampa, Florida-based cognitive neuroscience company specializing in the treatment of brain-based behavioral health disorders including developmental, emotional and stress-related problems.

On August 2, 2012, the Company consummated the Exchange Agreement and acquired all of the issued and outstanding limited liability company interests in CNS for and in consideration of the issuance of 7.3 million shares of the Company’s common stock pursuant to the Exchange Agreement. The 7.3 million common shares issued in connection with the share exchange represent 32.2% of the 22,704,773 shares of issued and outstanding common stock of the Company as of the closing of the share exchange under the Exchange Agreement. CNS is now operated as a wholly-owned subsidiary of the Company.

The merger between the Company and CNS has been accounted for as a business acquisition under the purchase method of accounting in accordance with ASC Topic 805 “Business Combinations”. In connection with the acquisition, the Company acquired 100% of the membership interest of the CNS by issuing 7.3 million shares of the Company’s common stock representing 32.2% of the 22,704,773 shares of issued and outstanding common stock of the Company as of the closing of the share exchange under the Exchange Agreement. As a result of the consummation of the Share Issuance, CNS became a wholly owned subsidiary of the Company; and the managers of CNS were appointed as the Officers and Directors of the Company.

The accompanying pro forma combined balance sheet as of June 30, 2012 and the pro forma combined statements of operations for the nine months ended June 30, 2012 and for the fiscal year ended September 30, 2011 are based on the historical financial statements of the Company and CNS after giving effect to WCUI’s acquisition of CNS using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the pro forma combined financial statements as if such acquisition had occurred as of September 30, 2011 for the balance sheet, and October 1, 2010 for statements of operations for pro forma financial statements purposes.

The pro forma combined financial statements have been prepared by management for illustrative purposes only and are not necessarily indicative of the combined financial position or combined results of operations in future periods or the results that actually would have been realized had the Company and CNS been a combined company during the specified periods. The pro forma adjustments are based on the preliminary information available at the time of the preparation of this document and assumptions that management believes are reasonable. The pro forma combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the Company’s historical financial statements included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2011 as filed with United States Securities and Exchange Commission (“SEC”) on December 13, 2011 and in its Quarterly Report on Form 10-Q for the interim period ended June 30, 2012 as filed with SEC on August 20, 2012 and CNS’s historical financial statements included in this Amendment No. 1 to the Current Report on Form 8-K/A for the fiscal year ended September 30, 2011 and for the interim period ended June 30, 2012 as Exhibits in this Current Report.

P-2


Wellness Center USA, Inc.
Pro Forma Combined Balance Sheet
June 30, 2012
(Unaudited)

					Historical				Pro Forma
					Wellness Center USA, Inc.		CNS Wellness Florida, LLC		Adjustments		Combined

ASSETS
CURRENT ASSETS:
	Cash			$	37,048	$	8,798	$	-	$	45,846
	Accounts receivable				-		-		-		-
	Inventories				-		-		-		-
	Prepayments and other current assets				-		-		-		-

		Total current assets			37,048		8,798		-		45,846

INVESTMENT					-				-		-

PROPERTY AND EQUIPMENT
	Property and equipment				1,792		44,929		-		46,721
	Accumulated depreciation				(597)		(26,470)		-		(27,067)

		Property and equipment, net			1,195		18,459		-		19,654

WEBSITE DEVELOPMENT COST
	Website development cost				17,809		-		-		17,809
	Accumulated amortization				(1,402)		-		-		(1,402)

		Website development cost, net			16,407		-		-		16,407

TRADE MARK
	Trade mark				-		-	(1)	110,000		110,000
	Accumulated amortization				-		-	(2)	(12,222)		(12,222)

		Trade mark, net			-		-		97,778		97,778

PURCHASED TECHNOLOGY
	Purchased technology				-		-	(1)	325,000		325,000
	Accumulated amortization				-		-	(3)	(16,250)		(16,250)

		Purchased technology, net			-		-		308,750		308,750

NON-COMPETE AGREEMENTS
	Non-compete agreements				-		-	(1)	120,000		120,000
	Accumulated amortization				-		-	(4)	(40,000)		(40,000)

		Non-compete agreements, net			-		-		80,000		80,000

OTHER ASSETS
	Goodwill				-		-	(1)	2,545,000		2,545,000
	Security deposit				-		36,939		-		36,939

		Total other assets			-		36,939		2,545,000		2,581,939

			Total Assets	$	54,650	$	64,196	$	3,031,528	$	3,150,374

P-3


Wellness Center USA, Inc.
Pro Forma Combined Balance Sheet
June 30, 2012
(Unaudited)
(Continued)

					Historical				Pro Forma
					Wellness Center USA, Inc.		CNS Wellness Florida, LLC		Adjustments		Combined

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
	Accounts payable			$	180	$	30,424	$	-	$	30,604
	Accrued interest - related party				-		3,516		-		3,516
	Credit card payable				-		66,855		-		66,855
	Current portion of deferred rent				-		11,363		-		11,363
	Payroll liabilities				-		3,057		-		3,057
	Note payable - related parties				-		37,139		-		37,139
	Advances from related parties				36,375		197,608		-		233,983
	Accrued expenses and other current liabilities				650		-		-		650

		Total current liabilities			37,205		349,962		-		387,167

NON-CURRENT LIABILITIES
	Non-current liabilities				-		32,203		-		32,203

		Total non-current liabilities			-		32,203		-		32,203

			Total liabilities		37,205		382,165		-		419,370

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
	Common stock: $0.001 par value; 74,000,000 shares authorized; 15,367,273 shares issued and outstanding 22,667,273 shares issued and outstanding - Pro Forma

					15,367		-	(1)	7,300		22,667
	Additional paid-in capital				291,037			(1)	2,774,731		3,065,768
	Members' capital				-		(51,092)	(1)	51,092		-
	Accumulated deficit				(288,959)		(266,877)	(1)	266,877		(357,431)
					-		-	(2)(3)(4)	(68,472)		-
	Accumulated other comprehensive income:

		Total Stockholders' Equity (Deficit)			17,445		(317,969)		3,031,528		2,731,004

			Total Liabilities and Stockholders' Equity (Deficit)	$	54,650	$	64,196	$	3,031,528	$	3,150,374

(1)	To reflect issuance of 7,300,000 shares of WCUI's common stock to the members of CNS for the acquisition of all of the issued and outstanding limited liability company interests in CNS upon acquisition of CNS.
(2)	To amortize the fiar value of trade mark over the estimated useful lives of nine (9) years.
(3)	To amortize the fiar value of purchased technology over the estimated useful lives of 20 years.
(4)	To amortize the fiar value of non-compete agreements over the estimated useful lives of three (3) years.

See accompanying notes to the pro forma combined financial statements.

P-4


Wellness Center USA, Inc.
Pro Forma Combined Statement of Operations
For the Nine Months Ended June 30, 2012
(Unaudited)

				Historical
				Wellness Center USA, Inc.		CNS Wellness Florida, LLC
				For the Nine Months		For the Nine Months		Pro Forma
				Ended		Ended
				June 30, 2012		June 30, 2012		Adjustments		Combined

NET REVENUES			$	1,187	$	223,540	$	-	$	224,727

COST OF SALES				837		-		-		837
Inventory obsolescence adjustments				-		-		-		-

GROSS PROFIT				350		223,540		-		223,890

OPERATING EXPENSES:
	Adverting & promotion			-		13,526		-		13,526
	Amortization			-		-	(2)(3)(4)	51,354		51,354
	Consulting fees			22,066		-		-		22,066
	Payroll expenses and contract labor			-		99,275		-		99,275
	Payroll expenses - officers			-		10,000		-		10,000
	Professional fee			59,181		-		-		59,181
	Rent expenses			18,912		101,213		-		120,125
	General and administrative			36,924		73,670		-		110,594

		Total Operating Expenses		137,083		297,684		51,354		486,121

LOSS FROM OPERATIONS				(136,733)		(74,144)		(51,354)		(262,231)

OTHER (INCOME) EXPENSE:
	Interest expense - related party			-		1,394		-		1,394
	Other (income) expense			-		6,983		-		6,983

		Other (income) expense, net		-		8,377		-		8,377

LOSS BEFORE INCOME TAXES
	AND NONCONTROLLING INTEREST			(136,733)		(82,521)		(51,354)		(270,608)

INCOME TAX PROVISION				-		-		-		-

LOSS BEFORE NONCONTROLLING INTEREST				(136,733)		(82,521)		(51,354)		(270,608)

NONCONTROLLING INTEREST				-		-		-		-

LOSS FROM CONTINUING OPERATIONS				(136,733)		-		(51,354)		(270,608)

	LOSS FROM DISCONTINUED OPERATIONS, net of tax			-		-		-		-
	LOSS ON SALES OF DISCONTINUED OPERATIONS, net of tax			-		-		-		-

NET LOSS			$	(136,733)	$	(82,521)	$	(51,354)	$	(270,608)

P-5


Wellness Center USA, Inc.
Pro Forma Combined Statement of Operations
For the Nine Months Ended June 30, 2012
(Unaudited)
(Continued)

			Historical
			Wellness Center USA, Inc.	CNS Wellness Florida, LLC
			For the Nine Months	For the Nine Months		Pro Forma
			Ended	Ended
			June 30, 2012	June 30, 2012		Adjustments		Combined


OTHER COMPREHENSIVE INCOME:
	Foreign currency translation gain (loss)		-	-		-		-

COMPREHENSIVE INCOME (LOSS)		$	(136,733)		$	(51,354)	$	(270,608)

NET LOSS PER COMMON SHARE - BASIC AND DILUTED:		$	(0.01)		$	(0.01)	$	(0.01)
	Continuing operations	$	(0.01)		$		$	(0.01)
	Net income (loss)	$	(0.01)		$		$	(0.01)

Weighted average common shares outstanding - basic and diluted			15,122,726		(1)	7,300,000		22,422,726

LOSS PER COMMON SHARE - DILUTED:		$	(0.01)		$	(0.01)	$	(0.01)
	Continuing operations	$	(0.01)		$	(0.01)	$	(0.01)
	Net income (loss)	$	(0.01)		$		$	(0.01)

Weighted average number of common shares outstanding - diluted (1)			15,122,726			7,300,000		22,422,726

(1)	To reflect issuance of 7,300,000 shares of WCUI's common stock to the members of CNS for the acquisition of all of the issued and outstanding limited liability company interests in CNS upon acquisition of CNS.
(2)	To amortize the fiar value of trade mark over the estimated useful lives of nine (9) years.
(3)	To amortize the fiar value of purchased technology over the estimated useful lives of 20 years.
(4)	To amortize the fiar value of non-compete agreements over the estimated useful lives of three (3) years.

See accompanying notes to the pro forma combined financial statements.

P-6


Wellness Center USA, Inc.

Pro Forma Combined Statement of Operations
For the Fiscal Year Ended September 30, 2011
(Unaudited)

				Historical
				Wellness Center USA, Inc.		CNS Wellness Florida, LLC
				For the Fiscal Year		For the Fiscal Year
				Ended		Ended		Pro Forma
				September 30, 2011		September 30, 2011		Adjustments		Combined

NET REVENUES			$	312	$	277,670	$	-	$	277,982

COST OF SALES				314		-		-		314
Inventory obsolescence adjustments				-		-		-		-

GROSS PROFIT				(2)		277,670		-		277,668

OPERATING EXPENSES:
	Adverting & promotion			-		99,829		-		99,829
	Amortization			-		-	(2)(3)(4)	68,472		68,472
	Consulting fees			13,913		-		-		13,913
	Payroll expenses and contract labor			-		198,804		-		198,804
	Payroll expenses - officers			-		-		-		-
	Professional fee			59,335		-		-		59,335
	Rent expenses			21,489		114,448		-		135,937
	General and administrative			14,447		109,401		-		123,848

		Total Operating Expenses		109,184		522,482		68,472		700,138

LOSS FROM OPERATIONS				(109,186)		(244,812)		(68,472)		(422,470)

OTHER (INCOME) EXPENSE:
	Interest expense - related party			-		1,857		-		1,857
	Other (income) expense			-		7,948		-		7,948

		Other (income) expense, net		-		9,805		-		9,805

LOSS BEFORE INCOME TAXES AND NONCONTROLLING INTEREST
LOSS BEFORE INCOME TAXES AND NONCONTROLLING INTEREST				(109,186)		(254,617)		(68,472)		(432,275)

INCOME TAX PROVISION				-		-		-		-

LOSS BEFORE NONCONTROLLING INTEREST				(109,186)		(254,617)		(68,472)		(432,275)

NONCONTROLLING INTEREST				-		-		-		-

LOSS FROM CONTINUING OPERATIONS				(109,186)		(254,617)		(68,472)		(432,275)

	LOSS FROM DISCONTINUED OPERATIONS, net of tax			-		-		-		-
	LOSS ON SALES OF DISCONTINUED OPERATIONS, net of tax			-		-		-		-

NET LOSS				(109,186)		(254,617)		(68,472)		(432,275)

P-7


Wellness Center USA, Inc.

Pro Forma Combined Statement of Operations
For the Fiscal Year Ended September 30, 2011
(Unaudited)
(Continued)

			Historical
			Wellness Center USA, Inc.	CNS Wellness Florida, LLC
			For the Fiscal Year	For the Fiscal Year
			Ended	Ended		Pro Forma
			September 30, 2011	September 30, 2011		Adjustments		Combined
OTHER COMPREHENSIVE INCOME:
	Foreign currency translation gain (loss)		-	-		-		-

COMPREHENSIVE INCOME (LOSS)		$	(109,186)	-		(68,472)		-

NET LOSS PER COMMON SHARE - BASIC AND DILUTED:		$	(0.01)		$	(0.01)	$	(0.02)
	Continuing operations	$	(0.01)		$	(0.01)	$	(0.02)
	Net income (loss)	$	(0.01)		$	(0.01)	$	(0.02)

Weighted average common shares outstanding - basic and diluted			13,125,860		(1)	7,300,000		20,425,860

LOSS PER COMMON SHARE - DILUTED:		$	(0.01)		$	(0.01)	$	(0.02)
	Continuing operations	$	(0.01)		$	(0.01)	$	(0.02)
	Net income (loss)	$	(0.01)		$	(0.01)	$	(0.02)

Weighted average number of common shares outstanding - diluted (1)			13,125,860			7,300,000		20,425,860

(1)	To reflect issuance of 7,300,000 shares of WCUI's common stock to the members of CNS for the acquisition of all of the issued and outstanding limited liability company interests in CNS upon acquisition of CNS.
(2)	To amortize the fiar value of trade mark over the estimated useful lives of nine (9) years.
(3)	To amortize the fiar value of purchased technology over the estimated useful lives of 20 years.
(4)	To amortize the fiar value of non-compete agreements over the estimated useful lives of three (3) years.

See accompanying notes to the pro forma combined financial statements.

P-8

Wellness Center USA, Inc.

and

CNS Wellness Florida, LLC

As of and for the nine months ended June 30, 2012

and

As of and for the fiscal year ended September 30, 2011

Notes to the Pro Forma Combined Financial Statements

(Unaudited)

NOTE 1

- Basis of Pro Forma Presentation

The pro forma combined financial statements do not purport to represent what the results of operations or financial position of the Company would actually have been if the merger had in fact occurred on October 1, 2010, nor do they purport to project the results of operations or financial position of the Company for any future period or as of any date, respectively.

These pro forma combined financial statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the merger between WCUI and CNS since such amounts, if any, are not presently determinable.

P-9

NOTE 2

- Pro Forma Adjustments

The accompanying pro forma combined financial statements reflect the following pro forma adjustments:


1) To reflect issuance of 7,300,000 shares of WCUI's common stock to the members of CNS for the acquisition of all of the issued and outstanding limited liability company interests in CNS upon acquisition of CNS.

Common stock: $0.001 par value			(7,300)

Additional paid-in capital			(2,774,731)

Members' capital			(51,092)

Accumulated deficit			(266,877)

Trade mark			110,000

Purchased unpatented technology			325,000

Non-compete agreements			120,000

Goodwill			2,545,000

2) To amortize trade mark over the estimated useful lives of nine (9) years.

Amortization			12,222

Accumulated amortization			(12,222)

3) To amortize purchased technology over the estimated useful lives of 20 years..

Amortization			16,250

Accumulated amortization			(16,250)

4) To amortize non-compete agreements over the estimated useful lives of three (3) years..

Amortization			40,000

Accumulated amortization			(40,000)

P-10

Wellness Center USA (WCUI) 8-K/AIndex to the Financial Statements